Eligibility for a ChemDeals Account
All applications for a ChemDeals Account are subject to approval and review at any time and without notice to the Account Holder. ChemDeals has the right in its sole discretion at any time to approve visitors as ChemDeals Account Holders and to refuse an account to any person or entity for any reason or for no reason whatsoever. ChemDeals may terminate any ChemDeals Account at any time with or without cause and may refuse to provide access to the website to any one at any time, at its sole discretion. Without limiting the foregoing, ChemDeals has the right to terminate immediately and without notice the account of any Account Holder who misuses the ChemDeals website or fails to comply with any article of these or any other published terms. Accounts with ChemDeals are exclusively limited to businesses. A ChemDeals Account is only for one individual representing his or her business . When more than one representative from a business requires use of a ChemDeals account each such representative must acquire his or her own account. A ChemDeals account is available only to individuals who can form legally binding contracts for their principals under applicable law, and a person's setting up of a ChemDeals account constitutes that person's warranty and representation to ChemDeals and its customers, associates, and affiliates that he or she has full authority to bind his or her principal to any transaction entered into by such person on the ChemDeals website. Furthermore, the ChemDeals Account Holder is representing that he or she has purchasing and/or selling authority for industrial chemicals within their businesses in order to qualify for an account. If a ChemDeals Account Holder, for whatever reason, including but not limited to change of position, change of company, or loss of job, loses purchasing and/or selling authority for industrial chemicals, the ChemDeals Account Holder must notify ChemDeals and immediately cease using their account.

Responsibilities of ChemDeals Account Holders
The ChemDeals Account Holder is responsible for any use of their password and account by any person. Any unauthorized use should be reported immediately in writing or by email to ChemDeals and any ChemDeals Account Holder and his or her principal is responsible for any use prior to the date and time of such written notice. Each ChemDeals Account Holder must provide ChemDeals with accurate, complete, and updated account information (information provided in the application which can be updated in the Update Account section of the ChemDeals Account). Each ChemDeals Account Holder shall abide by all of the Seller Terms & Conditions and Buyer Terms & Conditions established and modified from time to time by ChemDeals. Each ChemDeals Account Holder agrees to settle all transactions on terms of payment set out in the ChemDeals Payment Information document. All transactions through ChemDeals take place in U.S dollars only. Each ChemDeals Account Holder shall refrain from submitting, publishing or displaying any defamatory, inaccurate, abusive, threatening, racially offensive or illegal materials on the ChemDeals website or in any correspondence or transmission to or sponsored by ChemDeals.

Periodic Updates by Facimile or Electronic Mail
By accepting the status of an Account Holder at ChemDeals, you are expressly authorizing ChemDeals to send periodic facsimile or electronic mail transmissions.

Buyer Terms & Conditions (Offers and Buying)
If an Account Holder's offer is accepted by seller, that Account Holder is obligated to complete the transaction by entering their payment information. Offers are not retractable except insofar as such terms are made part of the offer, or exceptional circumstances recognized under applicable law. ChemDeals does not take any responsibility for the failure of an Account Holder to perform under an offer or purchase & sale agreement. The Account Holder holds ChemDeals harmless in this respect.

• Reviewing A Sample- Some postings may have the option to request a sample for review. If an Account Holder requests a sample in their offer and that offer is accepted by the seller, then that purchase becomes conditional upon the Account Holder's acceptance of the sample. ChemDeals allows sampling to provide a more complete service to our clients. If an Account Holder frequently requests samples and then cancels the orders, that Account Holder's account will be terminated at ChemDeal's sole and absolute discretion, without notice to the Account Holder. Sellers are required to send samples to ChemDeals within one week of accepting an offer. Once ChemDeals receives the sample, it will be forwarded to the Account Holder who requested that sample. Upon delivery confirmation of the sample, the Account Holder will have one week to notify ChemDeals of the sample's acceptability by completing and faxing to ChemDeals the form included with the sample. If a response is not received within this time, the Account Holder will be given a warning that a response is required. Any further delay could result in an Account Holder's account being terminated, at ChemDeal's sole and absolute discretion.

• Sending a Purchase Order & Selecting/Making Payment- Once an Account Holder's offer is accepted, that Account Holder must enter their payment information and fax their signed purchase order within five (5) business days from the time that the offer was accepted, or from the time that the Account Holder confirms the acceptability of the sample (if a sample was requested). ChemDeals cannot complete the processing of any order until payment information and a signed purchase order have been received. The Account Holder shall Select/Make Payment by going to their ChemDeals Account and clicking on the Payment icon on the same line as the accepted offer. If the Account Holder chooses to pay by credit card, the charge will be applied to the card at the time when the payment information is entered in this area. If the Account Holder chooses to pay by Net 30 terms, the Account Holder will be billed and the balance will be due 30 days from the time that the item is picked up by the freight company for delivery to the Account Holder's location. In the event that payment is not made within the terms of this Agreement, then interest shall accrue on the unpaid balance, from the date that the payment is due, at the rate of 1 ˝% per month (18% per annum). In the event that the Account Holder fails to make payments in accordance with the terms of this Agreement, then the Account Holder agrees, in addition to any judgment from money damages, to pay ChemDeal's costs of collection, which costs shall include reasonable attorney's fees and witness fees.

Seller Terms & Conditions (Listing and Selling)
ChemDeals reserves the right to remove postings, at its sole and absolute discretion, which it deems inappropriate for any reason. Each ChemDeals Account Holder must provide industry standard, complete and accurate information about the specifications and conditions of any item they post on the site so that the information, or omission thereof, is not misleading to the public. Any item that is materially misrepresented is subject to return with all shipping costs at seller's expense. If the Account Holder (the seller) accepts an offer for their material, that Account Holder is obligated to complete the transaction by providing ChemDeals with any required documentation as well as a sample or certificate of analysis if they have been offered by the Account Holder and requested by the buyer.

• Posting Items- All postings are subject to review and will be removed or edited if they contain contact information or are deemed to be inappropriate. All items posted on ChemDeals must be available for sale. Account Holders are requested to confirm product information, condition, and availability before posting items on ChemDeals.

• Responding to Offers- Account Holders can independently accept or reject each offer they receive. ChemDeals monitors statistics related to rejected offers, and ChemDeals reserves complete discretion over termination of the account of any Account Holder who consistently rejects reasonable offers made on their postings or who frequently removes their posted items from ChemDeals after receiving offers. It is the intention of ChemDeals to remove users who deteriorate the quality of service that other Account Holders receive.

• Sending a Sample- If an Account Holder has agreed to make a sample of their posted material available and they accept an offer that requests a sample, then that Account Holder must provide a sample of the requested size to ChemDeals within one week of accepting the offer. With the sample, the Account Holder must include their username and the product name. The sample must be sent to the ChemDeals mailing address. If the Account Holder (the Seller) does not provide the sample within one week of accepting the offer, they will be given an alert either by e-mail or phone. If after one additional week ChemDeals has not received the sample, the transaction will be cancelled and the seller's account may be terminated at ChemDeal's sole and absolute discretion.

• Sending a Certificate of Analysis- If an Account Holder has agreed to provide a certificate of analysis and they accept an offer that requests a certificate of analysis, then that Account Holder will need to send the certificate to ChemDeals by fax within one week of accepting the offer. The Account Holder must include their username and the offer ID number when they fax the certificate of analysis to ChemDeals. If the certificate is not received by ChemDeals within one week of offer acceptance, the Account Holder will be given an alert either by e-mail or phone. If after one additional week ChemDeals has not received the certificate of analysis, the transaction will be cancelled and that Account Holder's account may be terminated at ChemDeal's sole and absolute discretion.

Warranty for Buyers
ChemDeals does not take responsibility for the fitness of any item for a particular use, or any damages that result from use of any item purchased through the ChemDeals website or directly through ChemDeals, or through any third party partner of ChemDeals. ChemDeals does not guarantee delivery of any product once a transaction is initiated by an Account Holder. CHEMDEALS, INC. SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. This warranty gives the Account Holder specific legal rights and the Account Holder may also have other legal rights which vary from state to state.

Warranty Claims
In the event that any purchased item is substantially misrepresented, it may be returned at no expense to ChemDeals, provided advance written notice is made to ChemDeals within 10 days of delivery, with specific reference to such misrepresentation, and ChemDeals issues its return authorization number authorizing such return. Account Holder agrees to negotiate in good faith the replacement, return, substitution, price reduction, or any combination of the above in settlement of warranty claims.

Third Party Services
ChemDeals will from time to time offer the services of third parties through links in its website. These services may be at no additional cost, or for a fee, and this will be indicated and subject to approval before an Account Holder utilizes them. ChemDeals may receive compensation for Account Holder’s use of these services. ChemDeals offers these third party services as a convenience to our Account Holders. ChemDeals does not take any responsibility for the accuracy or usefulness of any of these services, and specifically disclaims any liability for use of them by an Account Holder. By utilizing such services, each Account Holder agrees to the terms of this paragraph and disclaimer.

Limits on Liability
CHEMDEALS RESERVES THE RIGHT TO REFUSE TO COMPLETE ANY TRANSACTION BETWEEN A BUYER AND SELLER PRIOR TO OR AFTER AN OFFER IS ACCEPTED AND BEFORE A PURCHASE ORDER HAS BEEN ISSUED TO THE SELLER BY CHEMDEALS, FOR ANY REASON WHATSOEVER OR FOR NO REASON AT ALL.

IN NO EVENT SHALL CHEMDEALS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH A CHEMDEALS ACCOUNT, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY TO THE ACCOUNT HOLDER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO (A) THE AMOUNT OF YOUR TRANSACTION GIVING RISE TO LIABILITY, LESS ANY RECOVERED COSTS OR EXPENSES ON SUCH TRANSACTION OR (B) IF SUCH DAMAGE IS NOT RELATED TO A SPECIFIC TRANSACTION, A MAXIMUM AMOUNT OF $10,000.

The Account Holder agrees to indemnify and hold ChemDeals, Inc., its parents, subsidiaries, affiliates, officers, representatives and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of (A) your use of or conduct on the ChemDeals website or (B) disposition or use of products sold or purchased by an Account Holder through the ChemDeals website or directly from ChemDeals or any of its third party partners.

Some states do not allow the limitation of liability, so the foregoing limitation may not apply to the Account Holder.

Force Majeure
Failure of ChemDeals to provide any service or to make any delivery (or portions thereof) when due, if occasioned in whole or in part by an act of God or the public enemy, fire, explosion, perils of the sea, flood, drought, war, riots, sabotage, accident, embargo, governmental priority or shortage or failure of supply of material or labor, or any occurrence or at beyond the reasonable control of ChemDeals, shall excuse any such failure on the part of ChemDeals, and ChemDeals shall have no obligation or liability whatsoever arising out of or in connection with any such failure.

Legal Compliance
The Account Holder shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our ChemDeals account service and your bidding on, listing, purchase, and sale of items.

Taxes
Each Account Holder is responsible for all taxes relating to the sale or purchase of any goods through ChemDeals or any of its third party partners, including, without limitation, sales, use, transfer and income taxes.

No Agency
The Account Holder and ChemDeals, Inc. are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

ChemDeals Partners
ChemDeals reserves the right to give the required information to its partner companies so they may facilitate a transaction. This information will be limited to the specific information needed for any particular deal and will only be released for the sole purpose of transacting that particular order. To transport goods or facilitate international trades, this will involve and be limited to releasing the details of a particular posting and the information necessary to contact the purchasing/selling parties involved. ChemDeals is not responsible for the actions of, or any damages, direct or consequential, that may result from the interactions with any of its partnering or associated corporations.

Competent Court…Arbitration
Any controversy or claim arising out of or relating to this Agreement or our services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association in Boston, Massachusetts. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. Judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either ChemDeals or the Account Holder may seek any interim or preliminary relief from a court of competent jurisdiction in Boston, Massachusetts necessary to protect the rights or property of the Account Holder or ChemDeals pending the completion of arbitration.

ChemDeals Account Holder Agreement Changes
ChemDeals, Inc. reserves the right to change the Account Holder Agreement at any time. If we decide to change the ChemDeals Account Holder Agreement, the Account Holder will be notified by e-mail sent to their e-mail address of record which is on file with ChemDeals. All amended terms shall automatically be effective 30 days after this e-mail is sent. Continued use of your ChemDeals Account after 30 days shall constitute your consent to such changes.

General
This Agreement shall be governed in all respects by the laws of the State of Massachusetts as such laws are applied to agreements entered into and to be performed entirely within Massachusetts between Massachusetts residents. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.